THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
UNDER THE SECURITIES LAWS OF ANY STATE.  ANY TRANSFER OF SUCH
SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER
THE SECURITIES ACT AND AS REQUIRED BY BLUE SKY LAWS IS IN EFFECT
AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH
TRANSFER TO COMPLY WITH THE SECURITIES ACT AND BLUE SKY LAWS.


                     Vanguard Airlines, Inc.

                    WARRANT FOR THE PURCHASE 
                    OF SHARES OF COMMON STOCK

No. PB----                                    January 30, 1997

     VANGUARD AIRLINES, INC., a Delaware corporation (the
"COMPANY"), hereby certifies that, for value received,            
_____________, the transferee who has received this warrant (the
"WARRANT") in compliance with applicable law and the terms hereof
(the "HOLDER"), is entitled, on the terms set forth below, to
purchase from the Company, on or before the Expiration Time (as
defined in Section 17 below) six hundred fifty thousand
(2,275,000) shares of Common Stock, par value $0.001 per share,
of the Company at a price of one dollar ($1.00) per share,
subject to adjustment as provided below (the "EXERCISE PRICE").

     1.   WARRANT AGREEMENT.  This Warrant is the "Warrant"
referred to in the Warrant Purchase Agreement dated as of January
30, 1997, by and between the Company and the purchasers thereto
(the "WARRANT AGREEMENT").  Any capitalized term used but not
defined herein shall have the meaning ascribed to it in the
Warrant Agreement.

     2.   EXERCISE OF WARRANT.   

          (a)  INITIAL VESTING.  The Holder may exercise this
Warrant, in whole or in part, at any time or from time to time on
any business day prior to the Expiration Date (as defined
herein), for nine hundred and ten thousand (910,000) shares of
Common Stock.

          (b)  SUBSEQUENT VESTING.  On any business day beginning
30 days after the end of each Measurement Period (as defined
below) and prior to the Expiration Date, the Holder may exercise
this Warrant, in whole or in part, at any time or from time to
time, as to an additional number of shares of Common Stock equal
to (i) the product of (A) the average amount outstanding under
the line of credit with Commerce Bank, N.A. (Wichita, KS, N.A.)
during the Measurement Period  and (B) one-tenth (0.1), divided
by (ii) one dollar ($1.00).  Notwithstanding the preceding
sentence, in no event shall this Warrant be exercisable for more
than six hundred fifty thousand (650,000) shares of Common Stock. 
For the purposes of this Warrant, "MEASUREMENT PERIOD" <PAGE> shall mean
the 90 day period commencing on the date of this Warrant and each
succeeding 90 day period thereafter prior to the Termination
Date.

          (c)  The Holder may exercise any shares then
exercisable by surrendering this Warrant to the Company at its
principal office, with a duly executed Subscription Form (in
substantially the form attached hereto), together with payment of
the sum obtained by multiplying the number of shares of Common
Stock to be purchased by the Exercise Price then in effect. 
Promptly after such exercise, the Company shall issue and deliver
to or upon the order of the Holder a certificate or certificates
for the number of shares of Common Stock issuable upon such
exercise, and the Company will pay all issue or transfer taxes in
connection with the issue thereof.  To the extent permitted by
law, this Warrant shall be deemed to have been exercised
immediately prior to the close of business on the date of its
surrender for exercise as provided herein, even if the Company's
stock transfer books are at that time closed, and the Holder
shall be treated for all purposes as the holder of record of the
Common Stock to be issued upon such exercise as of the close of
business on such date.  Upon any partial exercise, the Company
will issue to or upon the order of the Holder a new Warrant for
the number of shares of Common Stock as to which this Warrant has
not been exercised.

          (d)  NET ISSUE EXERCISE.  Notwithstanding any
provisions herein to the contrary, if the fair market value of
one share of the Common Stock subject to this Warrant is greater
than the Exercise Price (at the Date of Determination, as defined
below), in lieu of exercising this Warrant for cash, the Holder
may elect to receive shares equal to the value (as determined
below) of this Warrant (or the portion thereof being canceled) by
surrender of this Warrant at the principal office of the Company
together with the properly endorsed Form of Subscription and
notice of such election (the date of such delivery being referred
to herein as the "Date of Determination") in which event the
Company shall issue to the Holder a number of shares of Common
Stock computed using the following formula:

          X = Y (A-B)
                A

     Where     X =  the number of shares of Common Stock to be
                    issued to the Holder

               Y =  the number of shares of Common Stock
                    purchasable under the Warrant or, if only a
                    portion of the Warrant is being exercised,
                    the portion of the Warrant being canceled (at
                    the Date of Determination)

               A =  the fair market value of one share of the
                    Common Stock (at the Date of Determination)

               B =  Exercise Price (as adjusted to the Date of
                    Determination)

For purposes of the above calculation, fair market value of one
share of Common Stock shall be determined by the Company's Board
of Directors in good faith as of the Date of Determination;
provided, however, when there is a public market for the
Company's Common Stock, the fair <PAGE> market value per share shall be
the average of the closing prices of the Company's Common Stock
quoted on the Nasdaq National Market or on the primary securities
exchange on which the Common Stock is then listed, whichever is
applicable, as published in the Wall Street Journal for the ten
(10) trading days prior to the Date of Determination.

     3.   ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT
SHARES.  The Exercise Price and the number of shares of Common
Stock subject to this Warrant (and all other adjustment to
exercise price and shares herein as appropriate) shall be subject
to adjustment from time to time as follows:

          (a)  ADJUSTMENT FOR CHANGE IN CAPITAL STOCK.  If at any
time the Company:

               (i)       pays a dividend or makes a distribution
                         on its Common Stock in shares of its
                         Common Stock;

               (ii)      subdivides its outstanding shares of
                         Common Stock into a greater number of
                         shares;

               (iii)     combines its outstanding shares of
                         Common Stock into a smaller number of
                         shares;

               (iv)      makes a distribution on its Common Stock
                         in shares of its capital stock other
                         than Common Stock; or

               (v)       issues by reclassification of its Common
                         Stock any shares of its capital stock;

then the Exercise Price in effect immediately prior to such
action shall be adjusted so that the Holder may receive upon
exercise of the Warrant and payment of the same aggregate
consideration the number of shares of capital stock of the
Company which the Holder would have owned immediately following
such action if the Holder had exercised the Warrant immediately
prior to such action.

     The adjustment shall become effective immediately after the
record date in the case of a dividend or distribution and
immediately after the effective date in the case of a
subdivision, combination or reclassification.  

          (b)  REORGANIZATION, CONSOLIDATION OR MERGER.  In the
event of any consolidation or merger of the Company with or into
another corporation (other than a merger in which merger the
Company is the continuing corporation and that does not result in
any reclassification, capital reorganization or other change of
outstanding shares of Common Stock issuable upon exercise of this
Warrant) or in the event of any sale, lease, transfer or
conveyance to another corporation of the property and assets of
the Company as an entirety or substantially as an entirety, the
Company shall cause effective provisions to be made so that the
Holder shall have the right thereafter, by exercising this
Warrant, to purchase the kind and amount of shares of stock and
other securities and property (including cash) receivable upon
such capital <PAGE> reorganization and other change, consolidation,
merger, sale, lease, transfer or conveyance by a holder of the
number of shares of Common Stock that might have been received
upon exercise of this Warrant immediately prior to such capital
reorganization, change, consolidation, merger, sale, lease,
transfer or conveyance. Any such provision shall include
provisions for adjustments in respect of such shares of stock and
other securities and property that shall be as nearly equivalent
as may be practicable to the adjustments provided for in this
Warrant.  The foregoing provisions of this Section 3(b) shall
similarly apply to successive capital reorganizations and changes
of shares of Common Stock and to successive consolidations,
mergers, sales, leases, transfers or conveyances.  In the event
that in connection with any such capital reorganization, or
change, consolidation, merger, sale, lease, transfer or
conveyance, additional shares of Common Stock shall be issued in
exchange, conversion, substitution or payment, in whole or in
part, for, or of, a security of the Company other than Common
Stock, any such issue shall be treated as an issue of Common
Stock covered by the provisions of Section 3(a) hereof.

          (c)  MINIMAL ADJUSTMENTS.  No adjustment in the
Exercise Price and/or the number of shares of Common Stock
subject to this Warrant need be made if such adjustment would
result in a change in the Exercise Price of less than one percent
(1%) of the Exercise Price (the "Adjustment Threshold Amount") or
a change in the number of subject shares of less than one (1)
share.  Any adjustment which is less than the Adjustment
Threshold Amount and not made shall be carried forward and shall
be made, together with any subsequent adjustments, at the time
when (a) the aggregate amount of all such adjustments is equal to
at least the Adjustment Threshold Amount or (b) the Warrant is
exercised.

          (d)  DEFERRAL OF ISSUANCE OR PAYMENT.  In any case in
which an event covered by this Section 3 shall require that an
adjustment in the Exercise Price be made effective as of a record
date, the Company may elect to defer until the occurrence of such
event (i) issuing to the Holder, if this Warrant is exercised
after such record date, the shares of Common Stock and other
capital stock of the Company, if any, issuable upon such exercise
over and above the shares of Common Stock or other capital stock
of the Company, if any, issuable upon such exercise on the basis
of the Exercise Price in effect prior to such adjustment, and
(ii) paying to the Holder by check any amount in lieu of the
issuance of fractional shares pursuant to Section 7 hereof.

          (e)  WHEN NO ADJUSTMENT REQUIRED.  No adjustment need
be made for a change in the par value or no par value of the
Common Stock.  To the extent the Warrants become exercisable into
cash, no adjustment need be made thereafter as to the cash, and
interest will not accrue on the cash.

          (f)  CERTIFICATE AS TO ADJUSTMENTS.  Upon the
occurrence of each adjustment or readjustment of the Exercise
Price pursuant to this Section 3, the Company, at its expense,
shall promptly compute such adjustment or readjustment in
accordance with the terms hereof and prepare and furnish to the
Holder a certificate setting forth such adjustment or
readjustment and showing the facts upon which such adjustment or
readjustment is based.  The Company shall, upon written request
at any time of the Holder, furnish or cause to be furnished to
the Holder a like certificate setting forth (a) such adjustments
and readjustments, (b) the then effective Exercise Price and
number of shares of Common Stock subject to the <PAGE> Warrant, and (c)
the then effective amount of securities (other than Common Stock)
and other property, if any, which would be received upon exercise
of the Warrant.

     4.   REGISTRATION RIGHTS.  Shares of the Company's Common
Stock issued or issuable pursuant to the exercise of this Warrant
shall be deemed to be "Registrable Securities" for purposes of
that certain Amended and Restated Investor Rights Agreement,
dated as of August 24, 1994, among the Company and the persons
named therein (the "Investors Rights Agreement"),  as such
agreement may be subsequently amended or restated or consolidated
with other similar agreements granting registration rights in the
securities of the Company, and the holder of such shares shall
have all the rights, subject to the obligations, of a holder of
Registrable Securities pursuant to the Investors Rights
Agreement, and shall be treated for all purposes as a holder of
Registrable Securities under and subject to the terms of the
Investor Rights Agreement.  

     5.   RIGHTS OF THE HOLDER.  The Holder shall not, solely by
virtue of this Warrant, be entitled to any rights of a
stockholder in the Company, either at law or equity, and the
rights of the Holder are limited to those expressed in this
Warrant.  Nothing contained in this Warrant shall be construed as
conferring upon the Holder hereof the right to vote or to consent
or to receive notice as a stockholder of the Company on any
matters or with respect to any rights whatsoever as a stockholder
of the Company.  No dividends or interest shall be payable or
accrued in respect of this Warrant or the interest represented
hereby or the shares of Common Stock purchasable hereunder until,
and only to the extent that, this Warrant shall have been
exercised in accordance with its terms.

     6.   NO IMPAIRMENT.  The Company will not, by any voluntary
action, avoid or seek to avoid the observance or performance of
any of the terms of this Warrant, but will at all times in good
faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in
order to protect the rights of the Holder against dilution or
other impairment. 

     7.   NO FRACTIONAL SHARES.  No fractional share shall be
issued upon exercise of this Warrant.  The Company shall, in lieu
of issuing any fractional share, pay the Holder entitled to such
fraction a sum in cash equal to the fair market value of such
fraction on the date of exercise (as determined in good faith by
the Board of Directors of the Company). The fair market value of
a fraction of a share is determined by multiplying the fair
market price of a full share by the fraction of a share, rounded
to the nearest cent.  

     8.   RESERVATION OF STOCK ISSUABLE ON EXERCISE OF WARRANT. 
The Company will at all times reserve and keep available, solely
for issuance and delivery upon the exercise of this Warrant,
all such shares of Common Stock or other shares of capital stock,
from time to time issuable upon the exercise of this Warrant.  If
at any time the number of authorized but unissued shares of
Common Stock shall not be sufficient to effect the exercise of
this Warrant, the Company will use its best efforts to take such
corporate action as may, in the opinion of its counsel, be
necessary to increase its authorized but unissued shares of
Common Stock to such number of shares as shall be sufficient for
such purposes.  All shares that may be issued upon exercise of
the rights represented by this Warrant and payment of the
Exercise Price, all as set <PAGE> forth herein, will be free from all
taxes, liens and charges in respect of the issue of such shares
(other than taxes in respect of any transfer occurring
contemporaneously with such exercise and payment or otherwise
specified herein).  All such shares shall be duly authorized and
when issued, sold and delivered in accordance with the terms of
the Warrant for the consideration expressed herein, will be duly
and validly issued, fully paid and nonassessable, and will be
free of restrictions on transfer other than restrictions on
transfer set forth in this Warrant and applicable state and
federal securities laws.

     9.   COVENANTS OF THE COMPANY.

          (a)  The Company shall cause a report of the amount
outstanding under the line of credit in each Measurement Period
(each, a "REPORT") to be delivered to the Holder at the address
specified in Section 14 hereof within 30 days of the end of such
Measurement Period so long as this Warrant remains subject to
additional vesting.  
     
     10.  NOTICES OF RECORD DATE.  Upon (a) any taking by the
Company of a record of the holders of any class of securities for
the purpose of determining the holders thereof who are entitled
to receive any dividend or other distribution or (b) any capital
reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company, any merger
or consolidation of the Company with or into any other
corporation, or any transfer of all or substantially all the
assets of the Company to any other person, or any voluntary or
involuntary dissolution, liquidation or winding up of the
Company, the Company shall mail to the Holder at least twenty
(20) days, or such longer period as is required by law, prior to
the record date, a notice specifying (i) the date on which any
such record is to be taken for the purpose of such dividend or
distribution and a description of such dividend or distribution,
(ii) the date on which any such reorganization, reclassification,
transfer, consolidation, merger, dissolution, liquidation or
winding up is expected to become effective, and (iii) the date,
if any, that is to be fixed as to when the holders of record of
Common Stock (or other capital stock at that time receivable upon
exercise of the Warrant) shall be entitled to exchange their
shares of Common Stock (or such other stock or securities) for
securities or other property deliverable upon such
reorganization, reclassification, transfer, consolidation,
merger, dissolution, liquidation or winding up.

     11.  EXCHANGES OF WARRANT.  Upon surrender for exchange of
this Warrant (in negotiable form, if not surrendered by the
Holder named on the face hereof) to the Company at its principal
office, the Company, at its expense, will issue and deliver a new
Warrant or Warrants calling in the aggregate for the same number
of shares of Common Stock, in the denomination or denominations
requested, to or on the order of such Holder upon payment by such
Holder of any applicable transfer taxes; provided that any
transfer of the Warrant shall be subject to the conditions on
transfer set forth herein. 

     12.  REPLACEMENT OF WARRANT.  Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of
loss, theft or destruction) upon delivery of an indemnity
agreement in such reasonable amount as the Company may determine,
or (in the case of mutilation) upon surrender and cancellation
hereof, the Company, at its expense, shall issue a replacement.


<PAGE> 


     13.  NOTICES.  Any notice required or permitted under this
Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery or upon deposit with the
United States Post Office, postage prepaid, addressed to the
Company at 30 NW Rome Circle, Mezzanine Level, Kansas City
International Airport, Kansas City, MO 64153, or to the Holder at 
________________________________________________________________,
Attention: _____________________, or at such other address as the
Company or any Holder may designate by ten (10) days advance
written notice to the other party.

     14.  MODIFICATION; WAIVER.  Except as provided in this
Warrant, no modification or waiver of any provision of this
Warrant or consent to departure therefrom shall be effective
unless in writing and approved by the Company and the Holder.

     15.  TITLES AND SUBTITLES.  The titles and subtitles used in
this Warrant are used for convenience only and are not to be
considered in construing or interpreting this Warrant.

     16.  GOVERNING LAW.  This Warrant shall be construed in
accordance with and governed by and under the laws of the State
of Missouri as applied to contracts made and to be performed
entirely within the State of Delaware.

     17.  EXPIRATION TIME.  This Warrant will be wholly void and
of no effect after 5:00 p.m. (San Francisco time) January 30,
2007 (the "EXPIRATION TIME").

     18.  TRANSFER RESTRICTIONS.  The Company is relying upon an
exemption from registration of this Warrant and the shares of
Common Stock issuable upon exercise hereof under the Securities
Act and applicable state securities laws.  The Holder by
acceptance hereof represents that the Holder understands that
neither this Warrant nor the Common Stock issuable upon exercise
hereof has been registered with the Securities and Exchange
Commission nor under any state securities law.  By acceptance
hereof, the Holder represents and warrants that (a) it is
acquiring the Warrant (and the shares of Common Stock or other
securities issuable upon exercise hereof) for its own account for
investment purposes and not with a view to distribution, (b) has
received all such information as the Holder deems necessary and
appropriate to enable the Holder to evaluate the financial risk
inherent in making an investment in the Company, and satisfactory
and complete information concerning the business and financial
condition of the Company in response to all inquiries in respect
thereof, (c) the Holder's acquisition of shares upon exercise
hereof will be a highly speculative investment, (d) the Holder is
able, without impairing its financial condition, to hold such
shares for an indefinite period of time and to suffer a complete
loss of the Holder's investment, and (e) the Holder has such
knowledge and experience in financial and business matters that
it is capable of evaluating the merits and risks of acquisition
of this Warrant and the shares issuable upon exercise hereof and
of making an informed investment decision with respect thereto.  

     This Warrant may not be exercised and neither this Warrant
nor any of the shares issuable upon exercise of the Warrant, nor
any interest in either, may be sold, assigned, pledged,
hypothecated, encumbered or in any other manner transferred or
disposed of, in <PAGE> whole or in part, except in compliance with
applicable United States federal and state securities or Blue Sky
laws and the terms and conditions hereof.  Each Warrant or each
certificate representing shares of Common Stock or other
securities issued upon exercise of this Warrant shall have
conspicuously endorsed on its face, at the time of its issuance,
such legends as counsel to the Company deems necessary or
appropriate, including without limitation the legend set forth on
the top of the first page of this Warrant.  Any certificate for
any securities issued at any time in exchange or substitution for
any certificate for any shares of Common Stock bearing such
legend shall also bear such legend unless, in the opinion of
counsel for the Company, the securities represented thereby need
no longer be subject to the restriction contained herein. 

     Without in any way limiting the foregoing, the Holder agrees
not to make any disposition of all or any portion of the
Securities unless and until:

          a.   There is then in effect a Registration Statement
under the Securities Act covering such proposed disposition and
such disposition is made in accordance with such Registration
Statement; or

          b.   (i) The Holder shall have notified the Company of
the proposed disposition and shall have furnished the Company
with a detailed statement of the circumstances surrounding the
proposed disposition, and (ii) if reasonably requested by the
Company, the Holder shall have furnished the Company with an
opinion of counsel, reasonably satisfactory to the Company, that
such disposition will not require registration under the
Securities Act.

          c.   Notwithstanding the provisions of paragraphs (i)
and (ii) above, no such registration statement or opinion of
counsel shall be necessary for a transfer by the Holder to (i) an
underwriter acceptable to the Company for immediate exercise by
such underwriter in connection with a fully underwritten public
offering of the Company's Common Stock underlying this Warrant
(ii) transfers by gift, will or intestate succession to any
spouse or lineal descendants or ancestors of any such partner,
retired partner or affiliate, if all transferees agree in writing
to be subject to the terms hereof to the same extent as if they
were a purchaser hereunder.


<PAGE> 


     IN WITNESS WHEREOF, the Company has caused this Warrant to
be duly executed and delivered on the date first set forth above.

                              VANGUARD AIRLINES, INC.



                              By:_________________________

                              Name:_______________________

                              Title:_______________________

<PAGE> 


                        SUBSCRIPTION FORM

[To be executed if holder desires to exercise the Warrant]


     The undersigned, holder of this Warrant, (1) hereby
irrevocably elects to exercise the right of purchase represented
by this Warrant for, and to purchase thereunder, ______________ 
full shares of the Common Stock of Vanguard Airlines, Inc.
provided for therein, (2) makes payment in full (as permitted in
Section 2 of the Warrant) of the purchase price of such shares,
(3) requests that certificates for such shares be issued in the
name of 

 ________________________________________________________________
                 (Please print name and address)


 ________________________________________________________________
   (Please insert social security or other identifying number)

and (4) if said number of shares shall not be all the shares
purchasable thereunder, requests that a new Warrant for the
unexercised portion of this Warrant be issued in the name of and
delivered to:

 ________________________________________________________________

 ________________________________________________________________
                 (Please print name and address)



Dated:__________________________        _________________________


                                        By:______________________

                                        _________________________
                                             Title